Terms OF USE

Introduction

This website, www.eslworksnyc.com, its sub-domains, and all feeds, materials, and services provided therein (individually and collectively, the “Website”) are published and maintained by ESL Works LLC, a New York limited liability company (“Company”). Please read the following terms of use (the “Terms”) fully and carefully before accessing, displaying, or using the Website. The Terms constitute a legally binding agreement and exclusively governs the use of the Website by users (“you”, “your”).

The Terms are written in English (USA). Company may make these Terms available to you in languages other than English through third party translation services, such as Google Translate. Such translations of any materials into a language other than English are intended solely as a courtesy to you and for the convenience to non-English reading users. Company does not warrant or represent to the accuracy of any such translations, and you acknowledge that such translations may contain differences due to the difficulty in translating languages. You acknowledge and agree that the English (USA) version of the Terms found on www.eslworksnyc.com/termsofuse shall be the controlling version of the Terms in the event of a discrepancy, and shall exclusively govern the entire relationship between Company and you.

By accessing or using the Website, you unconditionally accept and agree to be bound by the Terms. If you do not agree to these Terms, please do not use the Website and you are not granted permission to enter into or use the Website for any purpose.

The Terms are effective of and were last updated on June 22, 2017. Company reserves the right to modify, alter, amend, or update the Terms at any time without notice to you in Company’s sole and absolute discretion, and such new Terms will immediately take effect upon Company posting such new Terms on the Website. You are encouraged to frequently visit the Website, specifically www.eslworksnyc.com/termsofuse to review the current Terms. Notwithstanding the foregoing, Company will attempt to notify you in advance of any changes to the Terms. Your continued use of the Website following any changes to the Terms shall be deemed your acceptance of all changes and your agreement to be bound by the most current Terms. Any questions, requests for assistance, thoughts, or complaints regarding the Terms can be directed to Company at: info@eslworksnyc.com.

Access and Accounts

In order for you to access some or all of the Website, you may have to create an ESL Works account, or register with Company through a social media site, such as Facebook (an “Account”). When registering an Account, you will be required to provide Company certain accurate and complete information, which may include Personal Information (as defined below). You may also be required to authenticate your Account through entering a username and password prior to your use of the Website. You are solely responsible for activity that occurs on your Account, keeping your username and password secure, and you must notify Company immediately upon any breach of security or unauthorized use of your Account. If you use the Website on a public computer, or unprotected mobile device, you acknowledge that it is your responsibility to log out of the Website. You may cancel your Account at any time by following the instructions found on your Account page or otherwise on the Website.

Through creating an Account, or otherwise using the Website, you authorize Company, from time to time, to electronically communicate with you in order to provide information concerning your Account, the Website, or Company’s services.

Company reserves the right to terminate a user’s Account and/or access to the Website if a user is determined, in Company’s sole discretion, to violate the Terms herein, or for any reason whatsoever, or for no reason.

Intellectual Property

All right, title, and interest in and to the Website and its contents, including, without limitation, all articles, audio course materials, content, blogs, graphics, images, lessons and lesson materials, text, and videos, along with the selection, coordination, arrangement, and organization of all material found on the Website and within such materials (individually and collectively, “Content”) is owned entirely by Company and protected under the copyright laws of the United States, and other countries, subject only to the rights of Company’s affiliates and licensors under applicable agreements.

Subject to your full compliance with all Terms, Company grants you permission to access and use the Website for the purposes of educational instruction. You shall not copy, capture, reproduce, remove, perform, transfer, sell, license, modify, manipulate, create derivative works from or based upon, republish, upload, edit, post, transmit, publicly display, frame, link, distribute, or exploit, in whole or in part, any Content, including, without limitation, any lesson plans or other course materials, unless otherwise explicitly permitted by these Terms, under Company’s direction or instruction, or law. Without limiting the foregoing, you may not reproduce any Content or create copies of Content via any means, including, without limitation, by reproducing on any physical or digital media (such as CDs, DVDs, Blu-Rays, or digital video files) or uploading the Content to any peer-2-peer or torrent website or service. Any unauthorized activities that infringe upon the intellectual property rights of Company, or its affiliates, is expressly prohibited, and all rights in and to the Content are expressly reserved. Nothing contained in the Terms should be construed as granting, by implication or otherwise, any license or right to use any Content without the express written permission of Company, or its affiliates. Any unauthorized use of the Content, except as explicitly authorized by these Terms, is strictly prohibited and may subject you to civil liability under copyright laws, trademark laws, the laws of publicity or privacy, and other civil and criminal statutes, rules, or regulations.

Company welcomes your interaction on the Website, and you may submit materials to Company regarding the same. By submitting any user generated content, comment, feedback, materials, or submissions (together, a “Submission”) through the Website or otherwise, such posts on a message board, feedback concerning the Website, or otherwise, you agree that Company will be deemed the exclusive owner of each Submission and you assign all rights that you have in and to each Submission to Company. Each Submission will remain the exclusive property of Company, including, without limitation, exclusively owning any copyrights in and to the Submission throughout the universe, in perpetuity. Company will be free to use the Submission for any purpose, without any obligation or liability to you whatsoever, including, without limitation, the right to adapt, create derivative works, display, distribute, incorporate into course materials or lesson plans, or publish the Submission in all media. If you wish to keep a Submission private or proprietary, please do not transmit a Submission to Company or share with others. Notwithstanding anything to the contrary contained herein, a Submission will not be deemed Personal Information hereunder.

Company’s name, logo(s), and overall brand, including, without limitation, ESL Works™ and ESL Works NYC™, are protected under the trademark laws of the United States and/or the various states. Additionally, you may not use other trademarks, logos, and service mark(s) of Company’s affiliates that may be found on the Website without Company and/or such affiliates prior written permission.

Content

Company may add, change, discontinue, remove, or suspend the Website at any time, without notice to you and without any liability. Company reserves the right, in Company’s sole discretion, to change how it operates the Website at any time for any reason whatsoever and to block, moderate, or remove Content or Submissions, at any time in Company’s sole discretion. Typically, Company will remove Content or Submissions that are illegal, obscene, threatening, insulting, defamatory, or invasive of privacy. You understand that Company may not publish any Submissions you submit to Company and Company has sole discretion of whether to ever publish such Submissions.

The Website may contain links to third party content, including, without limitation, other websites, for the convenience of visitors or for advertising purposes, which Company has not reviewed. Company linking to third party content does not imply an advertisement or endorsement of any service, product, or otherwise, provided by such third party. Company is not responsible for any third party content linked to or from the Website and expressly disclaims, without limitation, any responsibility for any third party content, the accuracy of any information found on any third-party web site, or the quality of products of services provided by or advertised on such third party website. Your use of any third party content is at your own risk, and subject to the terms and conditions of such third party’s website. Furthermore, certain service offerings of Company may be offered in conjunction with a third party platform, such as live broadcasting via Skype, and you will be directly responsible for complying with all terms and conditions on any such third party’s website. Company encourages you to review the terms and conditions and privacy policy of any third party website that you visit.

Collection of Personal and Non-Personal Information

Certain features of the Website may require you to submit information, such as Personal Information, as a condition to use certain features of the Website. Company collects your Personal Information when voluntarily submitted by you. “Personal Information” means information that Company can use to identify or contact you, such as your name, address, telephone number, or email address. You are responsible for ensuring the accuracy of the Personal Information that is submitted to Company. Inaccurate information may affect your experience when using the Website and Company’s ability to contact you as described herein.

You may choose to not submit your Personal Information to Company. While your choice not to submit Personal Information may limit your ability to use certain features of the Website, it will not normally affect your ability to take advantage of other features of the Website, including browsing certain pages of the Website.

Company may collect Non-Personal Information (as defined below) about your use of the Website through the use of cookies, web beacons, and other tracking technologies (collectively “Cookies”). “Non-Personal Information” means information that Company cannot use to identify or contact you, such as your browser type, system and device type, and certain geographic data. Company may share Non-Personal Information collected by Cookies with third parties. Company may also acquire Non-Personal Information about Company’s users from external sources.

The system and software you use to access the Website may contain software which allows you to refuse new Cookies or delete existing Cookies. Refusing or deleting these Cookies may limit your ability to use certain features of the Website.

Use of Collected Information

Company will not share or disclose your Personal Information and/or Non-Personal Information to anyone except as described herein. Company may use your Personal Information to personalize and improve the Website and your experiences using the Website, respond to inquiries and requests from you, and for administrative purposes.

In order to provide you with the Website, Company may share your Personal Information with certain authorized third parties (“Authorized Third Parties”) who are authorized to act on behalf of the Company in connection with the Website, Company’s services and/or business operations. Company’s agreements with any such Authorized Third Parties states that they will not use any Personal Information received from Company for any purpose other than performing services on Company’s behalf and shall keep all information confidential.

If you do not want Company to use your Personal Information as provided in the Terms, you should not use any specific page, feature, tool, or application of the Website that collects Personal Information, such as forms requesting Personal Information.

Certain features of the Website may allow you to provide Personal Information to others, and any such Personal Information so provided to others may not be under Company’s control.

From time to time, Company may use Non-Personal Information to conduct online research surveys through email invitations, pop-up surveys, and online focus groups (together, “Surveys”) for internal use. When participating in a Survey, Company may ask you to enter Personal Information. The Personal Information you submit in a Survey may be used by Company and/or Authorized Third Parties for research and measurement purposes, including to measure the effectiveness of content and features on the Website and/or other websites and other services offered by Company. Surveys conducted by or on behalf of Company will contain a link to these Terms. If your web browser is not enabled to accept Cookies, you may not be able to participate in some Surveys.

Company may use aggregated Non-Personal Information in order to improve the Website and for administrative purposes. Non-Personal Information that Company collects about you may be combined by Company with other information available to us through third parties for administrative, research, and measurement purposes, including improvement of the Website and other services offered by Company. This information from other sources may include age, gender, demographic, geographic, or other information. Company may also use or share any such aggregated information that does not contain Personal Information with third parties for any purpose.

At various times when you provide Company with Personal Information and/or when you use the Website, you will be given the option of providing Company with Personal Information in order to receive recurring informational or promotional newsletters via email from Company and/or directly from third parties (“Email Newsletters”). When you sign up for Email Newsletters, or at any time you use the Website thereafter, you can choose to opt out of receiving additional Email Newsletters from Company and/or third parties. You can unsubscribe from an Email Newsletter by following the directions included in the Email Newsletter. Company will take commercially reasonable steps to implement your opt-out and unsubscribe requests promptly, but you may still receive communications from Company for a brief amount of time as Company processes your request. Third parties may also use Cookies on their websites and software applications. The Company is not able to control any third party’s use of such technologies or how any third party manages the information gathered from such technologies. You should review the privacy policies of any such third party and make your own informed decision about whether or not to continue to share your information with such third party based upon their privacy practices.

Company may transfer Personal Information as an asset in connection with a proposed or actual merger of the Company (including any transfers made as part of an insolvency or bankruptcy proceeding) involving all or part of Company’s business, or as part of a corporate reorganization or other change in control of the Company.

Distribution of Personal Information

Company will not use, sell, transfer, or otherwise disclose your Personal Information without your consent, except as follows: Company reserves the right to disclose any information in order to comply with a subpoena, court order, administrative or governmental order, or any other requirement of law, or when Company, in Company’s sole discretion, believes it is necessary in order to protect Company’s rights or the rights of others, to prevent harm to persons or property, to prevent fraud, investigate actual or suspected security breaches, and for any matter involving a claim of personal safety or litigation where Personal Information is relevant. Company may be obligated under certain applicable laws to notify you and the authorities in the event of a security breach.

Children's Privacy and Parental Controls

Company does not solicit any Personal Information from children, and no part of the Website is directed to children younger than 13 years old. If Company learns that Company has collected Personal Information of a child younger 13 years old, Company will take steps to delete such information from Company’s files as soon as possible. If you are a child younger than 13 years old, you should not submit any Personal Information to Company, through any feature of the Website or otherwise. Parents should be aware that there are parental control tools available from other sources on the Internet that you can use to prevent your children from submitting information online without parental permission or from accessing certain material on the Internet.

Collection and Use Of Course Information

When you access the Website, Company collects and monitors other information, including, without limitation, information about what lessons you watch online, completed test questions, the progress, performance, and completion of course materials, and communications transmitted or received through the Website. Information concerning your usage of the Website and course progress (“Course Information”) may be disclosed with third parties, such as your employer or Company’s product development partners for purposes of improving Company’s course materials, student passage rates, and the development of new or additional products or services.

Additionally, in the event that an educational institution partners with Company regarding Company’s services, Course Information may be disclosed with any such applicable educational institutions. Notwithstanding the foregoing, to the extent that an educational institution partners with Company and collects and maintains Course Information, that information may be considered an educational record under the Family Educational Rights and Privacy Act, and you may have certain rights to access and/or confidentiality to any such records.

Representations and Warranties

You accept and agree to abide by all Terms herein and are under no disability, or other restriction, which prevents your ability to enter into, perform in accordance thereof, and comply with all Terms herein. You acknowledge you are at least 18 years of age, and if you are under 18, you may not, under any circumstance, create an Account.

You agree that your use of the Website, including, without limitation, uploading or posting any Submission to the Website, will not violate any law or regulation, including, without limitation, copyright laws, trademark laws, patent laws, trade secret laws, and publicity and privacy laws, or interfere with any third party's use and enjoyment of Website. You warrant and represent that you have all necessary licenses, rights, consents, and permissions to publish Submissions you upload or post to the Website. It is strictly prohibited to post or transmit any unlawful, threatening, defamatory, or infringing material or impersonate any persons while using the Website. You agree to not upload any obscene materials to the Website.

You represent, warrant, and agree that you will not, via the Website or otherwise, cause damage to the Website or impair the availability or accessibility of the Website in any way which is fraudulent, unlawful, illegal, or harmful, including, without limitation, modifying, adapting, bypassing, or hacking the Website to change, de-crypt, interrupt, destroy, or limit the functionality of Company’s, or its users, computer software, hardware or telecommunications equipment; upload, post, host, transmit Submissions, unsolicited emails, “spam” messages, worms, or viruses or any code of a destructive nature; contact any other visitor or user of the Website for any illicit purpose or who has requested not to be contacted; access the Website through unpermitted automated means; or attempt to gain unauthorized access to Company’s servers or computer system or engage in any activity that interferes with the performance of, or impairs the functionality of, the Website or any services provided by Company or its affiliates.

Unless otherwise agreed upon between Company and you, you are responsible for all costs associated with accessing or using the Website, or Company’s services, and you are responsible for any system software and/or hardware compatibility requirements for use of the Website, including, without limitation, any fees due to third parties, such as Skype, for attending a live-broadcast of Company’s classes or lectures. You also understand that Company cannot and does not control product and service offerings from third parties that may be used in conjunction with the Website or Company’s services and Company shall not be liable to you in the event a third party product or offering, such as telecommunications via Skype, is experiencing downtime, streaming quality issues, or any other technological defect or performance issue.

You acknowledge and agree that sometimes Company records or live-broadcasts certain classes, lectures, or other Company events and that through your participation in same, your appearance and actions may be videotaped, photographed, or recorded and you grant Company and its affiliates, the right in perpetuity throughout the universe, to utilize your name, image, likeness, and statements as part of such recordings or images for any purpose regarding Company’s language instruction services, in any manner or medium, whether now known or hereafter developed, without further authorization from, or compensation to, you or anyone acting on your behalf. You also accept and agree that before, during or after any Company class, lecture, or other event you will not take any photographs, audio recordings, or video recordings of such Company class, lecture, or other event. You agree that you may not share, distribute, or otherwise disseminate any materials you receive or create at any Company class, lecture, or event with any third party not affiliated with Company, including, without limitation, any course materials.

You acknowledge and agree that sometimes, Content is subject to restrictions imposed by Company’s affiliates, and these Content providers may require additional terms and conditions for the use, access, or viewing, of such Content. You agree that your use of the Website shall be subject to all of these additional terms and conditions. You agree to not remove any copyright, trademark, or other legal notices that accompany any Content accessible or downloaded via the Website. In certain cases, Content available may become unavailable due to restrictions from such third parties. Company will have no liability to you for any such unavailability.

Company may, from time to time, use various technologies to verify your compliance with the Terms and you consent to Company using any monitoring or other analogous technology associated with monitoring your access to the Website.

You acknowledge that you may not use the Website in any other way not expressly stated herein or approved in an advance writing by Company. Company explicitly reserves all rights related to the Website not specifically contemplated herein.

Commitment to Data Security

Company is committed to protecting the information Company receives from you. Company follows commercially reasonable technical and management practices to help protect the confidentiality, security, and integrity of data stored on Company’s system. While no computer system is completely secure, Company believes the measures Company has implemented reduce the likelihood of security problems to a level appropriate to the type of data involved.

Company use’s security measures to protect against loss or misuse of your information (including Personal Information) and to keep it secure. Additionally, only authorized employees and third parties who need access to your information in order to perform their duties are allowed such access.

Company will retain your Personal Information as long as needed to provide the Website to users and Company’s other business purposes, but Company does not guarantee that Company will retain your Personal Information for any specific period of time, except as may be required under certain applicable laws. At any time, you can request removal of your Personal Information, or instruct Company to remove it. Please contact info@eslworksnyc.com, but be aware that it is not reasonably possible to remove each and every record of the information you have provided to Company from Company’s servers.

Company’s tools that collect and store Personal Information sometimes allow you to correct, update or review information you have submitted by going back to the specific tool, logging-in and making the desired changes.

Company will also retain your Personal Information as necessary to comply with legal obligations, resolve disputes, and enforce Company’s agreements.

Disclaimer

The Website is made available “as is” and “with all faults.” Use of the Website is entirely at your own risk and you should use your best judgment and exercise caution while using the Website. Company does not monitor all Content, such as a Submission, found on the Website for offensive, indecent, objectionable, or unlawful Content and is not liable to you for any offensive, indecent, objectionable, or unlawful Content. You acknowledge that through Company providing you with access to the Website, Company is not undertaking any obligation or liability relating to the Content. Company makes no guarantee that your use of the Website or any third party product or service offering, and all features or functionalities associated therewith, Company’s services, the Website, or delivery or display of the Website, will be uninterrupted, interference free, or error free, or be free from any viruses, worms, or other security intrusions, and that Company is not liable to you for any such defect.

You understand that the Website may contain inaccuracies, omissions, and delayed information and that Company is not liable to you for any such defect. Company strives to provide accurate descriptions of all products and services found in or on the Website; however, Company does not warrant the description of all products and services are complete, error-free, or accurate. Company shall have no liability to you for any inaccurate information provided on the Website. Notwithstanding the foregoing, every attempt is made to provide you with complete, error-free, and accurate information. If you believe there are any discrepancies, please contact company. For the avoidance of doubt, Company, to the fullest extent permissible by applicable law, disclaims all warranties, expressed or implied, written or oral, arising from a course of dealing, performance, usage of trade, or otherwise, including, without limitation, warranties of merchantability, fitness for a particular purpose, and non-infringement and Company explicitly does not warrant that the Website and its Content, including, without limitation, any course materials or lesson plans provided will meet your requirements.

Limitation of Liability

Company, and its affiliates, shall not be liable for any direct, indirect, special, incidental, consequential, exemplary, extra-contractual, or punitive damages of any kind whatsoever, including, without limitation, lost revenues or lost profits, which are in any way related to the Website or Company’s services, regardless of legal theory (including, without limitation, contract, tort, personal injury, property damage, negligence, warranty, or strict liability), whether or not Company, or its affiliates, have been advised of the possibility or probability of such damages, and even if the remedies otherwise available fail of their essential purposes. If you are dissatisfied with the Website, or with any of these Terms, or feel Company has breached these Terms, your sole and exclusive remedy is to discontinue using the Website and if applicable, delete your Account.

Indemnification

You agree to indemnify Company, and its affiliates, designees, licensees, members, managers, directors, officers, employees, agents, attorneys, contractors and licensors (“Indemnitees”) against all claims, actions, suits, and other proceedings arising out of or incurred in connection with your use of the Website in violation of the Terms or your representations or warranties hereunder (“Claims”), including, without limitation, a violation of a third party’s copyright rights in any Submission, and shall indemnify and hold the Indemnitees harmless from and against all judgments, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees and legal costs) arising out of or incurred in connection with such Claims. This indemnification obligation shall survive these Terms and your use of the Website. Company reserves the right to take over the exclusive defense of Claims for which Company is entitled to indemnification, and in such an event, you shall provide reasonable cooperation to Company.

Entire Agreement

The Terms represent the entire understanding between Company and you, superseding all prior agreements (including previous versions of the Terms), whether oral or written, with respect to your use of the Website and all other subject matter contained herein. The Terms shall be binding upon and inure to the benefit of Company and your respective assigns, successors, heirs, and legal representatives. The Terms cannot be modified or amended, except as expressly provided for herein. The Terms are personal to you and are not assignable, transferable, or sub-licensable by you except with Company’s prior written consent. Company may freely assign the Terms. If any part of the Terms is deemed by a court of law to be void, voidable, illegal, or unenforceable, the remainder of the Terms will remain in full effect as if such void, voidable, illegal, or unenforceable part had not existed. The waiver by either party hereto of a breach of any of the provisions of the Terms by the other party hereto shall not be construed as a waiver by the non-breaching party of any subsequent breach by the breaching party. Headings are inserted for convenience only and are not intended to be part of or to affect the meaning or interpretation of the Terms. All provisions of these Terms which by their nature should survive termination or expiration, shall survive termination or expiration.

Choice of Law

By accessing, viewing, or using the Website, you consent and agree that: (i) the Terms will be exclusively governed by the laws of the State of New York applicable to contracts entered into and performed within the State of New York and notwithstanding any conflict of law principles; (ii) you accept service of process by personal delivery or mail; and (iii) you irrevocably waive the right to trial by jury and any jurisdictional and venue defenses otherwise available. Any dispute related to the Terms shall be exclusively resolved in the state and federal courts located in Kings County, New York. Any alleged claim or cause of action you may have with respect to your use of the Website must be commenced within one (1) year after the alleged claim or cause of action arises. All rights and remedies are cumulative and shall in no way affect any remedy available to either party under equity or law. You agree that any violation of the breach of the Terms by you will result in irreparable harm to Company, that monetary damages may be inadequate, and you hereby agree Company shall be entitled to seek injunctive relief.

Users From Outside the United States

The Website is directed to, and is for use by, only users in the United States. Use of the Website is governed by the certain laws of the United States and the State of New York, as discussed further herein. If you use the Website outside of the United States, please be aware that any information Company collects, including, without limitation, Personal Information, may be transferred to, stored, and/or processed in the United States. If you use the Website outside of the United States, please be aware that any information Company collects, including, without limitation, Personal Information, may be transferred to, stored, and/or processed in the United States.

Notice

All legal notices pursuant to the Terms shall be in writing and shall be given by email to Company at: info@eslworksnyc.com and via mail to ESL Works LLC, 195 Plymouth Street, Brooklyn, New York, 11201. By using the Website, you agree that any notice due under the Terms that Company sends you electronically will satisfy any legal communication or notification requirement.

Digital Millennium Copyright Act (DMCA)

Company is committed to complying with U.S. copyright and related laws, and requires that you comply with these laws. Owners of copyrighted works who believe that their rights under U.S. copyright law have been infringed may take advantage of certain provisions of the Digital Millennium Copyright Act of 1998 ("DMCA") to report alleged infringements. A copyright owner of any Content believed to be infringed should contact Company immediately to report any concerns of infringement by providing notice to Company’s Designated Agent as required by the DMCA, Title 17 U.S.C. § 512. Such notice must be provided by email to Company at the following address, dmca@eslworksnyc.com, but you may also simultaneously send such notice to Company via mail at the following address: ESL Works LLC, Attn: Designated Copyright Agent. Such notice must include, at a minimum:

(a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(b) the identification of the copyrighted work claimed to have been infringed;

(c) the identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the material;

(d) information reasonably sufficient to permit Company to contact you, such as an address, telephone number, and, if available, an e-mail address;

(e) a statement that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and

(f) a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

For clarity, only DMCA notices should go to the Designated Copyright Agent; any other general communications should be directed to Company at: info@eslworksnyc.com. You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.